Currency

Terms of Service

TERMS OF SERVICE AND LICENSE AGREEMENT

1.    SCOPE

HyperSTE is an enterprise-class content quality checking and optimization application or solution to provide machine-assisted editing support for technical authors and Subject Matter Experts involved in the production and maintenance of technical documentation.

These terms of service shall apply to the Site, the Software and the Service, as defined below and made available by Etteplan Netherlands BV, with offices in De Waal 11-19, 5684 PH, Best, The Netherlands (“Etteplan”) to the respective user unless explicitly agreed otherwise in writing.

2.    PARTIES

A User may access and use the Solution as a Basic Subscriber or as an Authorized User of a Professional Subscriber or an Enterprise Subscriber.

If the User is an Authorized User of a Professional or an Enterprise Subscriber, the User warrants that they have the permission of the Professional or Enterprise Subscriber to use the Solution.

3.    DEFINITIONS

Agreement” shall mean these terms of service.

Authorized User” shall mean the user, such as an employee or a student, authorized to use the Solution by a Professional Subscriber or an Enterprise Subscriber.

Basic Subscriber” shall mean an individual subscribing to the Basic Subscription.

Confidential Information” shall mean all information of whatever kind or nature, which is received from the other party as confidential or which should be understood to be confidential. Such information may be communicated in written, visual, electronic or oral form. When a disclosure is made orally, then the party disclosing to the other party shall prior to disclosure make it clear that the disclosure is confidential.

Documentation” shall mean all agreed documents relating to the Solution (including without limitation all technical documentation, user manuals and other instructions relating to the Solution).

Enterprise Subscriber” shall mean an entity subscribing to the Enterprise Subscription.

Professional Subscriber” shall mean an entity subscribing to the Professional Subscription.

Service” shall mean including, without limitation, simplified technical English writer training, dictionary building and consultancy services.

Site” shall include the website www.hyperste.com and all its subdomains.

Software” shall mean the downloadable software plugins and mobile applications.

Solution” shall mean the HyperSTE solution including the Service, Software and Site.

Subscriber” shall mean the individual or entity subscribing to the Solution either as a Basic Subscriber, a Professional Subscriber or as an Enterprise Subscriber.

User” shall mean the individual using the Solution.

User Content” shall mean the content produced by the Users and processed by the Solution for the purpose of providing the Solution.

User Material” shall mean the material created by or for the User for the purpose of providing the Solution, such as dictionaries and sentence databases.

4.    GENERAL RESPONSIBILITIES OF ETTEPLAN

Etteplan undertakes that the Solution is provided substantially in accordance with the Documentation and with reasonable skill and care.

Etteplan does not warrant that:

  1. the Solution will be provided uninterrupted or error-free; or
  2. the Solution will meet the User’s requirements.

5.    GENERAL RESPONSIBILITIES OF THE SUBSCRIBER AND THE USERS

Professional Subscribers and Enterprise Subscribers shall ensure that each seat purchased from Etteplan represents a unique Authorized User.

Professional Subscribers and Enterprise Subscribers may assign different users to the seats purchased from Etteplan.

Authorized Users or Basic Subscribers may not transfer their seat or rights under this Agreement to any third party.

The Professional Subscriber or the Enterprise Subscriber is responsible for ensuring that their respective Authorized Users are aware of the content of this Agreement.

The Subscriber shall be responsible for acquiring and maintaining the functional status of the hardware, connections and software that is needed for the Solution and for preparing the hardware, connections and software to meet the operating environment requirements delivered by Etteplan.

The Subscriber shall be responsible for the data communication and other comparable costs related to use of the Solution.

The Subscriber shall provide Etteplan with sufficient and correct information for the delivery and also otherwise reasonably contribute to the delivery of the Solution. The Subscriber shall be responsible for the information and instructions provided to Etteplan and for keeping them up to date.

The Subscriber shall inform Etteplan in writing of a contact person and other necessary contact details, as well as any changes thereto, for the purpose of Etteplan’s contact requests relating to the software service.

The User is responsible for the security and proper use of all usernames and passwords related to the use of the Solution.

The User shall immediately inform Etteplan if a username or password has or is likely to have become known to someone not authorized to use it or is being or is likely to be used in an unauthorized way.

The User is responsible for the activity in connection with the use of the Solution through their account or using their password, and for the security of their computer systems, and in no event shall Etteplan be liable for any loss or damages relating to such activity.

6.    DELIVERY AND DEPLOYMENT

Etteplan shall make the Solution available on the access point/site on the agreed date of deployment or within an agreed period of time. If the period or date of deployment of the software service has not been agreed upon in writing, Etteplan shall start delivery of the software service to the access point within a reasonable time from acceptance of the agreement or from order confirmation.

The delivery of the Solution shall be deemed to have commenced at the moment when Etteplan notifies the User or Subscriber that the software service is available in the access point. Unless otherwise agreed in writing, Etteplan’s right to invoice for the software service shall begin at the moment when the software service is available to the User in the access point.

If the deployment of the Solution is delayed due to a reason attributable to the Subscriber, the delivery time will be extended until the issue preventing the delivery has been repaired or removed.

If applicable, the Solution including any Software shall, unless otherwise agreed by the parties, be installed by the Subscriber at its own expense. Any installation services provided by Etteplan shall be covered in a dually signed order subject to this agreement.

7.    USE OF THE SOLUTION

The User shall use the Solution in accordance with this Agreement and without violating any applicable laws or regulations.

Unless otherwise agreed in writing, the User is entitled to use the Solution and Documentation only for their internal purposes during the term of this Agreement. The User is not allowed to use the Solution for the benefit of a third party or to distribute or resell the Solution to a third party, without the written consent of Etteplan.

The User is entitled to use material derived from the use of the Solution that contains Customer Material and material created for the User you in the User’s internal purposes also after the expiry of the agreement.

The Solution including the Software may be subject to additional limitations, restrictions, terms and/or conditions specific to such software service. In such cases, the applicable specific terms will be made available to the User and the access to and use of the relevant software service will be contingent upon the acceptance of and compliance with such specific terms.

The User may not access content or data not intended for the User, log onto a server or account that User is not authorized to access, or otherwise violate or attempt to violate any security or authentication feature or measures of the Solution.

The User may not use or access the Solution to build a competitive product, service or solution.

8.    BACKUPS

Unless otherwise agreed in writing, Etteplan is responsible for taking backups of the User Material stored in the Solution, such as dictionaries and sentence databases, for checking the functionality of the backups and for ensuring that User Material can be recovered from the backups. Etteplan is responsible for taking backups of the User Material stored in the Solution from the date of deployment of the Solution by the User.

If Etteplan is responsible for taking backups and, unless otherwise agreed, Etteplan shall be responsible for taking backups at least once during Etteplan’s normal working day or at times notified by Etteplan to the User in advance, and for maintaining the backups in suitable manner in conformity with the practice notified by Etteplan to the User in advance. In all other respects the User shall be responsible for taking backups regarding the User Material.

The obligations specified in this section may also be fulfilled by technical means other than taking backups if this results in the same outcome.

If the User Material stored in the Solution is destroyed, lost, altered or damaged while the User has used the User’s identifier or if the User has otherwise by its own action caused the destruction, loss or alteration of, or damage to, the User Material stored in the Solution, Etteplan shall have the right to charge for the recovery of such material on the agreed pricing principles.

9.    FEES AND PAYMENTS

A trial version of the Solution can be made available for evaluation purposes. The trial version may not be used for commercial purposes. If the trial subscription is cancelled before the end of the trial period, the Subscriber waives the right to any remaining free trial periods.

The use of the Solution is contingent upon the payment of all applicable fees as described on the Site.

The Subscribers are required to designate a valid payment method upon subscribing to the Solution.

Etteplan charges all fees relating to the applicable subscription designated to the User’s account from the designated payment method.

Authorized Users are not charged, as their use of the Solution is subjected to the Professional Subscriber’s or Enterprise Subscriber’s payment of the fees.

Etteplan may from time to time adjust its fees, including by increasing or adding new fees, at any time on 30 days’ notice. Such notice may be sent to the Subscriber by email to the most recently provided email address or posted on the site or by any other manner chosen by Etteplan in its commercially reasonable discretion. The Subscriber will be deemed to have received any such notice that is posted on the site on the day it was posted. The Subscriber may cancel an annual subscription based on the adjusted fees by giving 30 days’ prior notice. In such a case the Subscriber shall terminate this Agreement in writing no later than 14 days from the effective date of the adjusted fee. Without prejudice to the foregoing, Basic Subscribers will additionally have the right to terminate the Agreement without notice period in case a change in price occurs within the first 3 months of the Agreement.

Price increases may be made based on:

  1. a substantial change in the production costs of the Solution;
  2. a substantial change in circumstances affecting the production of the Solution; or
  3. a change in laws, regulations or orders from authorities affecting the Solution.

All subscriptions are automatically renewed unless cancelled by the Subscriber. The subscription fee is automatically charged for the renewal period to the payment method designated by the Subscriber. After automatic renewal, the subscription may be cancelled at any time, regardless of termination options as stipulated in the Agreement.

10.  TAX

The fees are exclusive of value added tax and/or sales tax. Notwithstanding the provisions of this Agreement, if applicable, value added tax and/or sales tax will be added to Etteplan’s invoices and such invoices will be presented in accordance with applicable regulations with respect to value added tax and/or sales tax.

The User may, without liability to Etteplan, withhold any taxes or other government charges or levies from any payments which would otherwise be made by the customer to Etteplan to the extent that such withholding may be required by the existing or future legislation, orders, rules or directions of any competent taxing authority. The Subscriber shall provide a receipt in respect of any tax withheld. Where the requirements for any withholding are avoided by Etteplan holding an appropriate valid exemption certificate it is the duty of Etteplan to:

  1. inform the Subscriber on a timely basis that such a certificate is held and to inform the Subscriber of any change to or cancellation of the certificate; and
  2. provide copies of the certificate or any other proper documentation evidencing the exemption or any further information that may be required to avoid such withholding.

Failure on the part of the Subscriber to withhold or deduct any taxes from Etteplan does not remove the liability for those taxes from being declared and paid by Etteplan.

In the event that the Subscriber receives a direct request from any governmental authority requesting information regarding Etteplan, and upon written request by the Subscriber, Etteplan shall provide evidence to confirm Etteplan’s compliance with governmental tax reporting and payment obligations.

11.  LICENSE

The use of the Solution requires the use of Software that Etteplan offers for downloading from the Site.

Etteplan grants the User a limited, non-exclusive, non-sublicensable, non-transferable and revocable license and right to access and use the Software under the terms and conditions of the Agreement.

The Solution including the Software may contain components that are subjected to third party licenses, such as open source software licenses. To the extent the third party licenses conflict with the terms of this Agreement, they supersede the terms of this Agreement.

The User shall not, except to the extent expressly permitted by applicable law:

  1. reverse assemble, reverse compile, reverse engineer or otherwise attempt to derive the source code of the Software;
  2. remove any proprietary rights notice or software identification;
  3. make copies of the Software, except for backup, archival or disaster recovery purposes; or
  4. modify or create derivate work based on the Software or any portions of it.

Upon the expiration or termination of the Agreement for any reason, the User shall uninstall and destroy all copies of the Software.

12.  CONTENT AND SERVICE LEVELS

Etteplan shall, during the Subscription Term, provide the Solution and make available the Documentation to the Subscriber on and subject to the terms of this Agreement.

Etteplan shall use commercially reasonable endeavors to make the Solution available 24 hours a day, seven days a week.

Notwithstanding the above, Etteplan shall have the right to suspend delivery of Solution for a reasonable duration on working days (Monday to Friday) from 6 pm to 8 am CET, on Saturdays, Sundays and official holidays if this is necessary in order to perform installation, change or maintenance work in respect of the software service and such installation, change or maintenance work cannot be performed at reasonable cost without suspension of the software service.

If Etteplan suspends delivery of the Solution for a reason specified in this section, Etteplan shall (a) inform the customer of the suspension of the Solution and the duration of the suspension in good time in advance; and (b) strive to minimize any inconvenience resulting from the suspension.

Etteplan shall have the right to suspend delivery of the Solution due to installation, change or maintenance work of general communications network or due to a severe data security risk related to the software service or if required by law or regulation by authorities or due to a force majeure event. If Etteplan suspends delivery of the Solution for a reason specified in this section, Etteplan shall inform the User of the suspension and the duration of the suspension in good time in advance or, if this is not reasonably possible, without delay after Etteplan has become aware of such matter.

Etteplan shall have the right to prevent the User’s access to the Solution without first consulting the User, if Etteplan justifiably suspects that the User burdens or uses the software service in a manner that jeopardizes the delivery of the Solution to other users.

Etteplan shall without undue delay inform the User of the reasons for such prevention.

As a part of the Solution, unless otherwise agreed, Etteplan offers at no additional cost the following maintenance and support services:

  1. repair, replace or provide an upgrade of the software service to comply with the warranty set forth in this document;
  2. general support via ste-support@etteplan.com and telephone support from 8 am – 10 pm CET during working days (Monday-Friday). Etteplan will respond within one (1) business day for all issues; and
  3. provide enhancements, updates, patches, fixes or upgrades of the software service (including media and documentation) when generally made available by Etteplan to any of its customers.

13.  CHANGES TO THE SOLUTION

Etteplan shall be entitled to make changes to the Solution that:

  1. relates to the production environment and does not substantially affect the content of the Solution or service levels;
  2. are necessary to prevent data security risks related to the Solution; or
  3. stem from law, regulations or authorities.

Etteplan is entitled to make other changes to the Solution than the changes mentioned in this section, provided that Etteplan uses commercially reasonable endeavors to notify the User in advance of such changes.

If the change has a material effect on the contents of the Solution, Etteplan must inform the User and the Subscriber about the change in writing at least 90 days before the effective date of the change. The Subscriber shall have the right to cancel an annual subscription and terminate this Agreement based on a such material change by giving 30 days prior notice. In such a case the Subscriber shall terminate this Agreement in writing no later than 14 days from the effective date of the change.

Without prejudice to the foregoing, Basic Subscribers will additionally have the right to terminate the Agreement without notice period in case a substantial change in performance occurs.

Etteplan may from time to time update or revise this Agreement. If Etteplan updates or revises this Agreement, Etteplan will notify the User either by email to the most recently provided email address, by posting the updated or revised Agreement on the Site or by any other manner chosen by Etteplan. The continued use of the Solution following a notification of the update or revision constitutes the User’s acceptance of the revised or updated Agreement.

14.  PROPRIETARY RIGHTS

The User and Subscriber acknowledges and agrees that Etteplan and/or a third party own all intellectual property rights in the Solution and the Documentation. Except as expressly stated in this Agreement, neither the User nor the Subscriber obtain any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Solution or the Documentation.

Etteplan confirms that it has all the rights in relation to the Solution and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

All intellectual property rights and title to User Content shall belong to the User, the Subscriber or a third party.

The User may from time to time provide Etteplan with feedback including know how and improvement suggestions regarding the Solution. Any and all feedback is and shall be given entirely voluntarily. All such feedback shall be exclusively owned by Etteplan, and Etteplan shall as such be entitled to reproduce, prepare derivative works, disclose to third parties, display and perform, sell, lease, license, distribute and otherwise use and exploit any and all such feedback as Etteplan deems appropriate, at its sole discretion.

15.  PRIVACY

This section covers how Etteplan processes personal data in providing the HyperSTE Solution. Please also see Etteplan’s Privacy Statement for more information on how Etteplan processes personal data and on the data subjects’ rights.

If an Authorized User uses the Solution as provided by the Authorized User’s organization Etteplan acts in the role of data processor of the personal data processed by the Solution. The data controller of the processed personal data is in these situations the organization subscribing to the Solution. The Subscriber may in these situations access the following information of their Authorized Users:

  1. Identity including first name and last name, username; and
  2. Contact data including the email address.

If the User subscribes Solution and uses it for their own individual purposes Etteplan acts as data controller of the personal data processed by the Solution.

In order to provide the Solution Etteplan collects and processes data from the Users and Subscribers, collectively called the data subjects. For the purpose of providing the Solution Etteplan collects the following groups of data of the data subjects:

  1. Identity data including first name and last name.
  2. Contact data including email address, billing address of the Subscribers and telephone numbers.
  3. Financial data including the payment method provided by the Subscriber
  4. Transaction data including details about payments from the Subscribers and other details related to other purchases made from Etteplan.
  5. Technical data including internet protocol (IP) address, login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices used to access the Solution.
  6. Profile data including username and password, purchases or orders made by the Subscribers, feedback and potential survey responses.
  7. Usage data including information about how the Solution is used.
  8. Marketing and communications data including the preferences in receiving marketing from Etteplan and third parties and other communication preferences.

The data is collected either through direct interactions such as the data subject providing data in connection with creating an account, or through automated interactions such as technical data through using the Solution.

If an individual User uses the Solution for their own purposes Etteplan acts as in the role of data controller with respect to the processed data.

Etteplan processes the data only in accordance with applicable laws. Most commonly the data is processed:

  1. for Etteplan to perform the Agreement Etteplan is about to enter into with the data subject;
  2. based on the data subscriber’s consent;
  3. where it is necessary for Etteplan’s legitimate interests and the data subject’s interests and fundamental rights do not override those interests; or
  4. when need to comply with a legal obligation.

Below is a table describing typical ways Etteplan processes personal data when providing the Solution and the legal basis for each processing activity.

Purpose Lawful basis
Registering users Performance of agreement
Processing subscriptions and delivering the Solution Performance of agreement
Managing the relationship with the Users including communication with the Users and subscribers Performance of agreement

Complying with a legal obligation

Based on Etteplan’s legitimate interests

Improving and protecting the Solution including the Site by means of troubleshooting, data analysis and testing Complying with a legal obligation

Based on Etteplan’s legitimate interests

Etteplan does not intend to provide the Solution for children and does not knowingly process data related to children.

16.  COOKIES

This section covers how Etteplan uses cookies in relation to the Solution. Please also see Etteplan’s Privacy Statement for more information.

The Solution uses cookies and other technologies to administer and improve the Solution and help Etteplan understand user behavior.

Etteplan uses the following categories of cookies when the Users and Subscribers visit the Site:

  1. Essential cookies meaning cookies that are essential for the functionality of the Site. Without these cookies the Site will not function in the way it is desired to function.
  2. Functional cookies meaning cookies allowing the Site to remember your preferences, such as language preferences.
  3. Performance improving cookies meaning cookies gathering information on how the Site is used. Etteplan uses these cookies to improve the Site and Solution.
  4. Targeting cookies meaning cookies tracking how visitors move between websites and on how effective Etteplan’s marketing campaigns are on third party websites.

The Users and Subscribers visiting the Site may delete the cookies from their browser settings after each session after which the webserver forgets the information gathered by the cookies.

17.  CONFIDENTIALITY

Each Party shall keep in confidence all Confidential Information received from the other party, which should be understood as such, and may not use such confidential information for purposes other than agreed.

The confidentiality obligation shall, however, not be applied to material and information, (a) which is generally available or otherwise public; (b) which is received from a third party without an obligation of confidentiality; (c) which was in the possession of the receiving Party already prior to receipt of the same from the other Party without an obligation of confidentiality; or (d) which a Party has independently developed without recourse to material or information received from the other party.

Each Party shall forthwith cease using Confidential Information received from the other party when the party no longer needs the respective Confidential Information for the agreed purpose. Each party may, however, retain copies required by law or applicable regulations.

The rights and responsibilities under this section shall continue for a period of 5 years after the termination of the Agreement.

For the avoidance of doubt, it is recognized that the above stated does not limit Etteplan’s right to utilize general professional skills and experience accrued in connection with the Solution.

18.  TERM AND TERMINATION

This Agreement shall continue until the subscription is cancelled or until terminated by Etteplan. The subscription may be cancelled at any time by a Subscriber.

If the subscription is cancelled after the subscription renewal date, the Subscriber will not subject to applicable law receive a refund for any amounts that have been charged.

Basic Subscribers will have the right to terminate the Agreement after renewal with a notice period of 1 month. Subscription fees paid in advance will be refunded for the remaining subscription period to Basic Subscribers.

The cancellation will be effective at the end of the current subscription period, subject to applicable law, and the User may use the Solution until the cancellation is effective, unless the  access to the Solution is suspended or terminated in accordance with this section. For annual subscriptions the subscription can be cancelled up to one month before the subscription renewal date.

Basic Subscribers can terminate the Agreement without cause within 14 days after conclusion of the Agreement.

Etteplan may deny access to all or any part of the Solution or terminate the User’s account with or without prior notice if the User engages in any conduct or activities that Etteplan determines, in its sole discretion, violate this Agreement or the rights of Etteplan or any third party, or is otherwise inappropriate.

If the User is an Authorized User of a Professional Subscriber or an Enterprise Subscriber, the Subscriber may at any time terminate the User’s account.

Except as may be expressly set forth herein, all fees paid or accrued in connection with the Solution are non-refundable. Etteplan will not, subject to applicable law, refund any fees paid for a subscription that is terminated before the end of its term.

Etteplan may suspend the Solution upon notice if the Subscriber fails to make any payment when due and fail to cure such breach within 10 days after receipt of notice of the breach from Etteplan.

Etteplan may terminate this Agreement and cancel annual subscriptions for convenience upon 60 days’ prior written notice. Etteplan shall in these cases refund the pro rata portion of any fees relating to the remaining term, as applicable.

Either Etteplan or a Subscriber may terminate this Agreement with immediate effect upon notice to the other party if the other party:

  1. commits a material breach of this Agreement and fails to cure such breach within 15 days after receipt of notice of the breach from the non-defaulting party;
  2. is declared insolvent by a court of competent jurisdiction, ceases to do business in the ordinary course, files a petition in bankruptcy or has a petition filed against it in bankruptcy; or
  3. becomes the subject of any court or administrative proceeding related to its liquidation or insolvency (whether voluntary or involuntary) that is not dismissed within 90 days or makes an assignment for the benefit of its creditors.

The provisions of this Agreement which by their nature are intended to survive the termination thereof (including, without limitation, warranty, indemnification and confidentiality) shall remain in full force and effect following termination.

19.  FORCE MAJURE

Etteplan shall have no liability to the User or Subscriber under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Etteplan or any other party), failure of a utility service or transport or telecommunications network, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the User and the Subscriber are notified of such an event and its expected duration.

20.  LIMITATION OF LIABILITY

Etteplan shall not, subject to applicable laws, be liable for any punitive, indirect or consequential damages sustained by the User or Subscriber in connection with the performance of the Agreement, including without limitation business interruptions, loss of profits, loss of revenues, loss of use of assets and loss of contracts. It is the express intent of the parties that the indemnities and liability exclusions contained in this article shall, unless expressly stated otherwise, apply regardless of whether (i) the claimed liability is based on breach of contract, warranty or duty, pre-existing conditions, strict product liability, failure of essential purpose or any other legal or equitable theory, or any other cause, and/or (ii) a party has been advised of the possibility of the corresponding liability.

Except for Etteplan’s liability and indemnity obligations under this Agreement, and for property damage or bodily injury resulting from Etteplan’s negligence, Etteplan’s liability hereunder shall under no circumstances exceed the aggregate amount of fees paid by the Subscriber under the Agreement. Similarly, except for infringement of intellectual property, property damage or bodily injury resulting from the Subscriber’s or User’s negligence, the Subscriber’s or User’s liability hereunder shall under no circumstances exceed the aggregate amount of fees paid by the Subscriber under the agreement.

The Subscriber and User shall defend, indemnify and hold Etteplan harmless from and against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User’s use of the Solution.

21.  GOVERNING LAW AND ARBITRATION

This Agreement and performance under it shall be governed by, and construed in accordance with, the laws of The Netherlands excluding any conflict of laws principle that would refer to the laws of another jurisdiction.

The parties shall first attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, in good faith by negotiation and consultation between themselves. Any dispute controversy or claim that has not been resolved by negotiation within 90 days after one Party provides notice of a dispute controversy or claim to the other party, shall be submitted to mandatory, final and binding arbitration. Such arbitration shall be conducted in either English or Dutch, as agreed to by the parties, at a mutually agreeable location, by and in accordance with the rules of the Netherlands Arbitration Institute (Stichting Nederlands Arbitrage Instituut). The procedure for the arbitration shall follow the applicable arbitration rules, as specified above. The arbitration award shall be in writing, state the reasons for the award and be final and binding. Judgment thereon may be entered in any court of competent jurisdiction. By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings, as permitted by applicable law, and the enforcement of any award.

The parties agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from the Agreement.

Basic Subscribers subjected to applicable consumer protection regulation may also bring any claim before an applicable consumer disputes board.

If any provision of this Agreement is invalidated due to consumer protection law, the invalidated provision will be substituted by a clause containing the minimum level of protection required and/or allowed by consumer protection law.